To be an authorized affiliate of Imagely.com, you agree to abide by the terms and conditions contained in this agreement.
Please read this agreement carefully before registering and using the Imagely.com service as an affiliate. By signing up for the Imagely.com affiliate program, you indicate your acceptance of this agreement and its terms and conditions.
I. Parties to this Agreement
This agreement is entered into by Imagely.com and each of its Affiliate(s). "You", "Your" refers to each and every affiliate of the Imagely affiliate program. Participation in the program constitutes full and complete acceptance of the TOS set forth herein.
II. Imagely Responsibilities
A. Coded URL
Upon your acceptance, Imagely will provide you with a URL coded to specifically identify you, which will allow you to create a link to the Imagely web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
B. Tracking
Imagely agrees to track the customers referred to Imagely via the link provided to you for that purpose. Imagely utilizes cookies to maintain tracking information for up to one year. Imagely will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
III. Affiliate Responsibilities
A. Minimum Age
You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the Imagely affiliate program does not violate any law, ordinance, regulation or standard.
B. Operative Link
You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify Imagely if your coded URL ceases to function or ceases to function properly.
C. Representations
You agree that you will not make any representations, promises, warranties or other statements about Imagely or the Imagely web site, products or policies other than as may be expressly approved in writing by Imagely or as other wise provided to you by Imagely for that purpose.
D. Link
You may use the coded URL provided by Imagely via the available Imagely Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of Imagely or otherwise not appropriate or acceptable in Imagely's sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of Imagely or any other party. You may not violate the Imagely General Terms of Service.
E. No Bidding via Paid Search on "Imagely" Name/Trademark
You agree not to bid on or use trademark, trademark +, or misspelled keywords for the purpose of PPC on the search engines (Google, Yahoo, MSN, Ask etc.).
F. FTC Compliance
You agree to comply fully with all Federal Trade Commission regulations related to advertising (See http://ftc.gov/os/2009/10/091005endorsementguidesfnnotice.pdf for more information.). This requires, among other criteria, that you disclose prominently that you receive financial from Imagely. Please see link above for more details on disclosures.
G. Amendments
You agree that Imagely may amend this agreement at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the Imagely web site on a periodic basis.
F. Customers of Imagely
Imagely will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for our plugins and related services shall be directly and solely between customer and Imagely. Imagely shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate. All customers of Imagely, regardless of origin or referral, are the sole responsibility of Imagely.
IV. Commissions
A. Commission Rate
Commissions are paid on a one-time basis for each new account purchased via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. The current commission rate for a first tier affiliate sale is Twenty-Five percent (25%) of the initial sale (25%).
B. Payment Date
Payments will only be paid once your commissions account balance reaches a minimum level of at least Fifty ($50) owed. Imagely shall make no payment to you until this minimum balance is achieved. Commissions are paid during the first full week of each month following any holding period. No commission will be paid for signups by you or anyone within your organization.
C. Payment Form
Commissions are paid via PayPal only.
V. Ownership and Licenses
A. Property Ownership
Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
B. License
Imagely grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the Imagely logos, trademarks and service marks on your site and only your site for the sole purpose of facilitating a link between your site and Imagely to accomplish the purpose and intent of this affiliate agreement. You may also use the links and images located in the link library prepared specifically for that purpose subject to the same terms and conditions. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
C. Cease use upon Demand
You agree to immediately cease the use of any mark upon request made by Imagely to the email address provided by you and maintained on file for you by Imagely. You agree to immediately cease the use of any link created by you to Imagely upon request by Imagely to the email address provided by you and maintained on file for you by Imagely.
VI. Termination
A. Effect upon Commission
Either party may terminate this agreement at any time upon notice in writing to the other party. Other than any termination under paragraph 6.B. herein, any commission which has become a qualified commission as of the date of such termination will be paid post termination. Any commission, which is not a qualified commission as of the date of notice of termination, shall not thereafter become a qualified commission.
We do not allow coupon and deal sites as affiliates of Imagely, or other LionSher Technologies brands. Any sales from coupon and deal sites shall not qualify as a qualified commission.
B. Breach of this Agreement
The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of Imagely termination of this agreement in its entirety.
C. Suspension
Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by Imagely will become a termination under 6.B. as of the date of the initial suspension.
D. Survival
Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Sections VII shall survive such termination and remain in full force and effect.
VII. General
A. Authority
Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
B. Non-Infringment
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
C. Violation of Law
You vow to uphold the laws of your respective jurisdiction and that you will not violate any applicable law, ordinance, regulation or standard. You understand and accept responsibility to file any necessary paperwork or tax forms with the appropriate parties for any and all payments made as a result of this service and the terms and conditions set forth herein.
D. Terms of Service
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you agree to be bound by all terms and conditions of this document and any applicable terms and conditions set forth in the Imagely Terms of Service which are incorporated herein as though set forth at length herein.
E. Unsolicited Email
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not use or otherwise permit the use of unsolicited commercial email in relation to the Imagely Affiliate Program.
F. Defamation/Libel
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not transmit any information which is or might be considered to be defamatory or libelous.
G. Decency
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene.
H. Unfair Competition
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the Imagely Terms of Service.
I. Damage to Imagely
You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and Imagely that you will not take any action that would in any way damage Imagely or otherwise compromise it's servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs or other similar harmful or deleterious programming routines.
J. No Automatic Links
You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
K. Warranty Disclaimer
YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY Imagely PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT Imagely MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, Imagely DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL Imagely BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
L. Limitation of Liability
IN NO INSTANCE SHALL Imagely BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT Imagely HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.M. or (iv) either party's liability for death or personal injury or their own acts of fraud.
M. Indemnification
You agree to indemnify, defend and hold harmless Imagely and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney's fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
N. Independant Contractors
Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
O. Severability
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
PQ. Integration
This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by Imagely on the Imagely web site.
R. Use Constitutes Full Acceptance and Signature
Your agreement to the terms set forth herein is manifested by any participation in the Imagely affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by Imagely without notice to any other party other than changing the agreement itself made available by Imagely to the affiliates on the Imagely web site.